NGPS Novatel (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A
(AMENDMENT NO. 3)
(Rule 14d-1 and Rule 13e-3)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

NOVATEL INC.

(Name of Subject Company (Issuer))

(Name, address and telephone number of person authorized to

receive notices and communications on behalf of filing persons)

CALCULATION OF FILING FEE*

*       Estimated solely for purposes of calculating the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934.  The amount of the filing fee is calculated by multiplying the transaction value by 0.0000307.  The transaction value was determined by multiplying the purchase price of  U.S. $50.00 per share by 9,273,097 shares of common stock, no par value per share, of NovAtel Inc. (“NovAtel”) (including 639,061 shares issuable upon exercise of options and up to a maximum of 1,325 shares that may be issued pursuant to outstanding retired share units) as of October 8, 2007, as represented by NovAtel in the Subscription and Support Agreement, dated as of October 8, 2007, between NovAtel and Hexagon AB (“Hexagon”).

x     Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

o      Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

S      third-party tender offer subject to Rule 14d-1.

o      issuer tender offer subject to Rule 13e-4.

S      going-private transaction subject to Rule 13e-3.

o      amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:   o

This Amendment No. 3 (this “Amendment”) amends the tender offer statement on Schedule TO and the Rule 13E-3 transaction statement on Schedule 13E-3 under cover of Schedule TO as originally filed with the U.S. Securities and Exchange Commission on October 19, 2007, as amended on November 1, 2007 (“Amendment No. 1”) and on November 7, 2007 (“Amendment No. 2”) (collectively “Schedule TO/13E-3/A”) by Hexagon Canada Acquisition Inc. (the “Offeror”), a wholly-owned direct subsidiary of Hexagon AB (“Hexagon”), Hexagon and NovAtel Inc. (“NovAtel”). The Schedule TO/13E-3/A was filed with the SEC pursuant to Rule 14d-1 and Rule 13e-3 under the Securities Exchange Act of 1934, as amended.

The Schedule TO/13E-3/A relates to the offer by Offeror to purchase all of the outstanding common shares, no par value per share (other than common shares owned by the Offeror or any of its affiliates) of NovAtel, at a price of U.S.$50.00 per Share, without interest, which may be deemed to be a “Rule 13e-3 transaction” pursuant to Rule 13e-3 under the Exchange Act governing “going private” transactions. The terms and conditions of the offer are described in the Amended Offer to Purchase and the related Letter of Transmittal that were filed with Amendment No. 1 as Exhibits (a)(15) and (a)(2) thereof, respectively, as amended by Amendment No. 2.

This Amendment is being filed on behalf of Offeror, Hexagon and NovAtel.

All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Amended Offer to Purchase.

Item 12. Exhibits and Item 13. Information Required by Schedule 13E-3 (Item 16. Exhibits):

Item 12, “Exhibits” and Item 13, “Information Required under Schedule 13E-3” (Item 16. Exhibits) of the Schdule TO/13E-3/A is amended and supplemented by adding the following to the Exhibit Index:

SIGNATURE

After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of November 21, 2007 that the information set forth in this statement is true, complete and correct.